POSASR

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

0001193125-14-137814.txt : 20140410 0001193125-14-137814.hdr.sgml : 20140410 20140410072203 ACCESSION NUMBER: 0001193125-14-137814 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20140410 DATE AS OF CHANGE: 20140410 EFFECTIVENESS DATE: 20140410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATRIUM TOWERS LLC CENTRAL INDEX KEY: 0001582296 IRS NUMBER: 352481722 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-24 FILM NUMBER: 14754791 BUSINESS ADDRESS: STREET 1: PO BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: PO BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHK-MAC LLC CENTRAL INDEX KEY: 0001581359 IRS NUMBER: 320378579 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-11 FILM NUMBER: 14754793 BUSINESS ADDRESS: STREET 1: PO BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: PO BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GSF LLC CENTRAL INDEX KEY: 0001563107 IRS NUMBER: 262762867 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-08 FILM NUMBER: 14754797 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMLP LLC CENTRAL INDEX KEY: 0001510987 IRS NUMBER: 270581428 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-10 FILM NUMBER: 14754801 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Chesapeake Appalachia LLC CENTRAL INDEX KEY: 0001349103 IRS NUMBER: 203774650 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-22 FILM NUMBER: 14754813 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MC MINERAL CO LLC CENTRAL INDEX KEY: 0001260932 IRS NUMBER: 611448831 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-06 FILM NUMBER: 14754817 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE MIDSTREAM DEVELOPMENT LLC CENTRAL INDEX KEY: 0001563055 IRS NUMBER: 461179116 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-18 FILM NUMBER: 14754798 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE VRT LLC CENTRAL INDEX KEY: 0001510743 IRS NUMBER: 208380083 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-13 FILM NUMBER: 14754804 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: CHESAPEAKE VRT CORP DATE OF NAME CHANGE: 20110120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE AEZ EXPLORATION LLC CENTRAL INDEX KEY: 0001495515 IRS NUMBER: 272151081 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-23 FILM NUMBER: 14754807 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 BUSINESS PHONE: 405-935-4415 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE MIDSTREAM MANAGEMENT LLC CENTRAL INDEX KEY: 0001432050 IRS NUMBER: 262096548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-16 FILM NUMBER: 14754812 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Chesapeake Land Development CO LLC CENTRAL INDEX KEY: 0001321700 IRS NUMBER: 202099392 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-19 FILM NUMBER: 14754816 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 FORMER COMPANY: FORMER CONFORMED NAME: Chesapeake Land CO LLC DATE OF NAME CHANGE: 20050324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ENERGY LOUISIANA CORP CENTRAL INDEX KEY: 0001064204 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 731524569 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-33 FILM NUMBER: 14754822 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE OPERATING INC CENTRAL INDEX KEY: 0000949553 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 731343196 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-29 FILM NUMBER: 14754823 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHK UTICA PREFERRED HOLDINGS LLC CENTRAL INDEX KEY: 0001585926 IRS NUMBER: 462783402 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-35 FILM NUMBER: 14754789 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMPRESS LLC CENTRAL INDEX KEY: 0001510988 IRS NUMBER: 262809898 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-09 FILM NUMBER: 14754800 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE MIDSTREAM HOLDINGS LLC CENTRAL INDEX KEY: 0001497549 IRS NUMBER: 270868590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-17 FILM NUMBER: 14754806 BUSINESS ADDRESS: STREET 1: 777 NW GRAND BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 405-935-1500 MAIL ADDRESS: STREET 1: 777 NW GRAND BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE LOUISIANA LP CENTRAL INDEX KEY: 0001064208 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 731519126 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-02 FILM NUMBER: 14754821 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHK ENERGY HOLDINGS INC CENTRAL INDEX KEY: 0001567460 IRS NUMBER: 461772347 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-28 FILM NUMBER: 14754796 BUSINESS ADDRESS: STREET 1: 100 ENERGY WAY CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: PO BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN MICHIGAN EXPLORATION Co LLC CENTRAL INDEX KEY: 0001510970 IRS NUMBER: 272462483 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-03 FILM NUMBER: 14754802 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE E&P HOLDING CORP CENTRAL INDEX KEY: 0001510742 IRS NUMBER: 274485832 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-31 FILM NUMBER: 14754805 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Empress Louisiana Properties LP CENTRAL INDEX KEY: 0001480008 IRS NUMBER: 201993109 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-01 FILM NUMBER: 14754809 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE EXPLORATION LLC CENTRAL INDEX KEY: 0001226474 IRS NUMBER: 710934234 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-20 FILM NUMBER: 14754818 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVE CITY: OKC STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 N. WESTERN AVENUE STREET 2: PO BOX 18496 CITY: OKC STATE: OK ZIP: 73154-0496 FORMER COMPANY: FORMER CONFORMED NAME: CHESAPEAKE ORC LLC DATE OF NAME CHANGE: 20030408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ENERGY CORP CENTRAL INDEX KEY: 0000895126 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731395733 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457 FILM NUMBER: 14754788 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINTER MOON ENERGY CORP CENTRAL INDEX KEY: 0001510968 IRS NUMBER: 261939483 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-26 FILM NUMBER: 14754803 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 405-935-4415 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: WINTER MOON ENERGY Co LLC DATE OF NAME CHANGE: 20110124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ROYALTY LLC CENTRAL INDEX KEY: 0001141203 IRS NUMBER: 731549744 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-14 FILM NUMBER: 14754819 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: CHESAPEAKE ROYALTY CO DATE OF NAME CHANGE: 20010523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE WEST TEXAS GATHERING LLC CENTRAL INDEX KEY: 0001571633 IRS NUMBER: 383871845 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-12 FILM NUMBER: 14754794 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 405-935-8000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE CLEMENTS ACQUISITION LLC CENTRAL INDEX KEY: 0001464722 IRS NUMBER: 208716794 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-21 FILM NUMBER: 14754810 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 BUSINESS PHONE: 405-935-8000 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMGS LLC CENTRAL INDEX KEY: 0001571632 IRS NUMBER: 262105945 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-25 FILM NUMBER: 14754795 BUSINESS ADDRESS: STREET 1: PO BOX 18496 STREET 2: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73154 BUSINESS PHONE: 405-935-8000 MAIL ADDRESS: STREET 1: PO BOX 18496 STREET 2: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73154 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MC LOUISIANA MINERALS LLC CENTRAL INDEX KEY: 0001495520 IRS NUMBER: 263057487 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-07 FILM NUMBER: 14754808 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 BUSINESS PHONE: 405-935-4415 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE NG VENTURES CORP CENTRAL INDEX KEY: 0001540961 IRS NUMBER: 452354177 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-30 FILM NUMBER: 14754799 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ENERGY MARKETING INC CENTRAL INDEX KEY: 0001084831 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731439175 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-32 FILM NUMBER: 14754820 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MidCon Compression LLC CENTRAL INDEX KEY: 0001321703 IRS NUMBER: 200299525 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-05 FILM NUMBER: 14754815 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 FORMER COMPANY: FORMER CONFORMED NAME: MidCon Compression LP DATE OF NAME CHANGE: 20050324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARKANSAS MIDSTREAM GAS SERVICES CORP CENTRAL INDEX KEY: 0001389774 IRS NUMBER: 208306047 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-34 FILM NUMBER: 14754814 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 FORMER COMPANY: FORMER CONFORMED NAME: Arkansas Midstream Gas Services Corp DATE OF NAME CHANGE: 20070212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE EQUIPMENT FINANCE LLC CENTRAL INDEX KEY: 0001529732 IRS NUMBER: 453136236 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-36 FILM NUMBER: 14754790 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE PLAZA LLC CENTRAL INDEX KEY: 0001464645 IRS NUMBER: 262692888 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-15 FILM NUMBER: 14754811 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 BUSINESS PHONE: 405-935-8000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE STREET 2: POST OFFICE BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154-0496 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPARKS DRIVE SWD INC CENTRAL INDEX KEY: 0001581361 IRS NUMBER: 760722336 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-190457-27 FILM NUMBER: 14754792 BUSINESS ADDRESS: STREET 1: PO BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154 BUSINESS PHONE: 405-848-8000 MAIL ADDRESS: STREET 1: PO BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73154 POSASR 1 d709938dposasr.htm POSASR POSASR

As filed with the Securities and Exchange Commission on April 10, 2014

Registration No. 333-190457

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Chesapeake Energy Corporation*

(Exact name of registrant as specified in its charter)


Oklahoma		73-1395733
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6100 North Western Avenue Oklahoma City, Oklahoma 73118 (405) 848-8000		James R. Webb Executive Vice President – General Counsel and Corporate Secretary 6100 North Western Avenue Oklahoma City, Oklahoma 73118 (405) 848-8000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Michael S. Telle

Bracewell & Giuliani LLP

711 Louisiana Street, Suite 2300

Houston, Texas 77002-2770

(713) 221-1327

(713) 221-2113 (fax)

Approximate date of commencement of proposed sale of the securities to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x

If this Form is a post–effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered		Amount to be registered/ proposed maximum offering price per security/ proposed maximum offering price/ amount of registration fee(1)
Debt Securities		—
Guarantees of Debt Securities(2)		—

(1)	This registration statement registers an unspecified amount of the identified securities. In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all of the registration fee.

(2)	Subsidiaries of Chesapeake Energy Corporation may fully and unconditionally guarantee on an unsecured basis the debt securities of Chesapeake Energy Corporation. In accordance with Rule 457(n), no separate fee is payable with respect to the guarantees of the debt securities being registered.

*	Includes certain subsidiaries of Chesapeake Energy Corporation identified below.

Arkansas Midstream Gas Services Corp.

(Exact name of registrant as specified in its charter)

Arkansas

20-8306047

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake Energy Louisiana Corporation

(Exact name of registrant as specified in its charter)

Oklahoma

73-1524569

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake Energy Marketing, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma

73-1439175

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake E&P Holding Corporation

(Exact name of registrant as specified in its charter)

Oklahoma

27-4485832

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake NG Ventures Corporation

(Exact name of registrant as specified in its charter)

Oklahoma

45-2354177

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake Operating, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma

73-1343196

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

CHK Energy Holdings, Inc.

(Exact name of registrant as specified in its charter)

Texas

46-1772347

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Sparks Drive SWD, Inc.

(Exact name of registrant as specified in its charter)

Delaware

76-0722336

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Winter Moon Energy Corporation

(Exact name of registrant as specified in its charter)

Oklahoma

26-1939483

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

AMGS, L.L.C.

(Exact name of registrant as specified in its charter)

Arkansas

26-2105945

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Atrium Towers, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

35-2481722

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake AEZ Exploration, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

27-2151081

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake Appalachia, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

20-3774650

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake-Clements Acquisition, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

20-8716794

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake Equipment Finance, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

45-3136236

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake Exploration, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

71-0934234

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake Land Development Company, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

20-2099392

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake Midstream Development, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

46-1179116

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake Midstream Holdings, L.L.C.

(Exact name of registrant as specified in its charter)

Delaware

27-0868590

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake Midstream Management, L.L.C.

(Exact name of registrant as specified in its charter)

Delaware

26-2096548

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake Plaza, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

26-2692888

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake Royalty, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

73-1549744

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake VRT, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

20-8380083

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake West Texas Gathering, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

38-3871845

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

CHK-MAC, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

32-0378579

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

CHK Utica Preferred Holdings, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

46-2783402

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

EMLP, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

27-0581428

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Empress, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

26-2809898

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

GSF, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

26-2762867

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

MC Louisiana Minerals, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

26-3057487

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

MC Mineral Company, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

61-1448831

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

MidCon Compression, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

20-0299525

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Northern Michigan Exploration Company, L.L.C.

(Exact name of registrant as specified in its charter)

Michigan

27-2462483

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake Louisiana, L.P.

(Exact name of registrant as specified in its charter)

Oklahoma

73-1519126

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Empress Louisiana Properties, L.P.

(Exact name of registrant as specified in its charter)

Texas

20-1993109

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

EXPLANATORY NOTE

This Registration Statement on Form S-3 (Registration No. 333-190457) of Chesapeake Energy Corporation (the “Company”) and its subsidiary guarantor registrants (the “Registration Statement”) is being amended to (i) add Chesapeake Equipment Finance, L.L.C. and CHK Utica Preferred Holdings, L.L.C., both subsidiaries of the Company, as co-registrants that are, or may potentially be, guarantors of some or all of the debt securities with respect to which offers and sales are registered under this Registration Statement and (ii) remove MKR Holdings, L.L.C. as a subsidiary guarantor named in the Registration Statement because the Company no longer owns such entity. The impact of these changes is reflected in the Company’s annual report on Form 10-K for the year ended December 31, 2013. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.

Other Expenses of Issuance and Distribution.

The following table sets forth all expenses payable by Chesapeake Energy Corporation (also referred to as the “Company” or “Chesapeake” in this Part II of the registration statement) in connection with the issuance and distribution of the securities. All the amounts shown are estimates, except the registration fee.


Securities and Exchange Commission registration fee	$	*
Fees and expenses of accountants		†
Fees and expenses of legal counsel		†
Printing expenses		†
Miscellaneous		†
Total	$	†

*	Under SEC Rule 456(b) and 457(r), the SEC registration fee will be paid at the time of any particular offering of securities under the registration statement, and is therefore not currently determinable.

†

Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that the Company anticipates it will incur in connection with the offering of debt securities under this registration statement. An estimate of the aggregate expenses in connection with the issuance and distribution of the debt securities being offered will be included in the applicable prospectus supplement.

Item 15.

Indemnification of Directors and Officers.

Section 1031 of the Oklahoma General Corporation Act, under which Chesapeake is incorporated, permits, and in some circumstances requires, Chesapeake to indemnify its directors and officers. Article VIII of the Certificate of Incorporation of Chesapeake and Article VI of the Bylaws of Chesapeake provide for indemnification of directors and officers under certain circumstances. As permitted by the Oklahoma General Corporation Act and Chesapeake’s Certificate of Incorporation and Bylaws, Chesapeake also maintains insurance on behalf of its directors and officers against liability arising out of their status as such. The foregoing indemnity provisions, together with director and officer insurance and Chesapeake’s indemnification obligations under individual indemnity agreements with its directors and officers, may be sufficiently broad to indemnify such persons for liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Chesapeake’s Certificate of Incorporation and Bylaws provide for indemnification of each of Chesapeake’s officers and directors against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding brought by reason of such person being or having been a director, officer, employee or agent of Chesapeake, or of any other corporation, partnership, joint venture, trust or other enterprise at the request of Chesapeake, other than an action by or in the right of Chesapeake. To be entitled to such indemnification, the individual must have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Chesapeake, and with respect to any criminal action, the person seeking indemnification had no reasonable cause to believe that the conduct was unlawful. Chesapeake’s Certificate of Incorporation and Bylaws also provide for indemnification of each of Chesapeake’s officers and directors against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense or settlement of any action or suit by or in the right of Chesapeake brought by reason of the person seeking indemnification being or having been a director, officer, employee or agent of Chesapeake, or any other corporation, partnership, joint venture, trust or other enterprise at the request of Chesapeake. To be entitled to such indemnification, the individual must have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of Chesapeake, except that no indemnification shall be made in respect of any claim, issue or matter as to which the individual shall have been adjudged to be liable to Chesapeake, unless and only to the extent that the court in which such action was decided has determined that the person is fairly and reasonably entitled to indemnity for such expenses which the court deems proper.

Chesapeake has entered into indemnity agreements with each of its directors and executive officers. Under each indemnity agreement, Chesapeake will pay on behalf of the indemnitee, subject to certain exceptions, any

II-1

amount which he is or becomes legally obligated to pay because of (a) any claim or claims from time to time threatened or made against him by any person because of any act or omission or neglect or breach of duty, including any actual or alleged error or misstatement or misleading statement, which he commits or suffers while acting in his capacity as a director and/or officer of Chesapeake or an affiliate or (b) being a party, or being threatened to be made a party, to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer, director, employee or agent of Chesapeake or an affiliate or is or was serving at the request of Chesapeake as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which Chesapeake would be obligated to make under an indemnification agreement could include damages, charges, judgments, fines, penalties, settlements and costs, cost of investigation and cost of defense of legal, equitable or criminal actions, claims or proceedings and appeals therefrom, and costs of attachment, supersedeas, bail, surety or other bonds.

Item 16.

Exhibits.

The following documents are filed as exhibits to this registration statement:


1.1**	—	Form of Underwriting Agreement.

4.1**	—	Form of Indenture.

5.1**	—	Opinion of Bracewell & Giuliani LLP regarding the validity of the securities being registered.

5.2*	—	Opinion of Bracewell & Giuliani LLP regarding the validity of the securities being registered by this Post-Effective Amendment No. 1 to Form S-3.

12.1	—	Computation of Ratios of Earnings to Fixed Charges (incorporated herein by reference to Exhibit 12 to Chesapeake’s annual report on Form 10-K for the year ended December 31, 2013).

23.1*	—	Consent of PricewaterhouseCoopers LLP.

23.2*	—	Consent of PetroTechnical Services, Division of Schlumberger Technology Corporation.

23.3*	—	Consent of Ryder Scott Company, L.P.

23.4*	—	Consent of Bracewell & Giuliani LLP (contained in Exhibit 5.2).

24.1**	—	Powers of Attorney (contained on the signature pages to the original Registration Statement).

25.1***	—	Form T-1 Statement of Eligibility of Trustee (Deutsche Bank Trust Company Americas).

*	Filed herewith.

**	Previously filed as an Exhibit to the Registration Statement.

***	To be filed separately under electronic form type 305B2.

Item 17.

Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) That portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on this 10th day of April, 2014.


CHESAPEAKE ENERGY CORPORATION

By:		/s/ ROBERT D. LAWLER
		Robert D. Lawler
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the date indicated.


/s/ ROBERT D. LAWLER Robert D. Lawler	President, Chief Executive Officer and Director (Principal Executive Officer)	April 10, 2014

/s/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	April 10, 2014

/s/ MICHAEL A. JOHNSON Michael A. Johnson	Senior Vice President – Accounting, Controller and Chief Accounting Officer (Principal Accounting Officer)	April 10, 2014

* Archie W. Dunham	Chairman of the Board	April 10, 2014

* Bob G. Alexander	Director	April 10, 2014

* Vincent J. Intrieri	Director	April 10, 2014

* R. Brad Martin	Director	April 10, 2014

* Merrill A. Miller, Jr.	Director	April 10, 2014

* Frederic M. Poses	Director	April 10, 2014

* Louis A. Raspino	Director	April 10, 2014

* Thomas L. Ryan	Director	April 10, 2014

*By:

/s/ DOMENIC J. DELL’OSSO, JR.

Domenic J. Dell’Osso, Jr.,

Attorney-in-Fact

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant below (each a “Corporation”) has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma on April 10, 2014.


ARKANSAS MIDSTREAM GAS SERVICES CORP. CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE ENERGY MARKETING, INC.
CHESAPEAKE E&P HOLDING CORPORATION
CHESAPEAKE NG VENTURES CORPORATION CHESAPEAKE OPERATING, INC. CHK ENERGY HOLDINGS, INC.
SPARKS DRIVE SWD, INC.
WINTER MOON ENERGY CORPORATION

	By:	/s/ DOMENIC J. DELL’OSSO, JR.
		Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the date indicated.


Signature	Capacity	Date

/s/ ROBERT D. LAWLER Robert D. Lawler	Chief Executive Officer (Principal Executive Officer) of each Corporation	April 10, 2014

/s/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) and Director of each Corporation	April 10, 2014

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma on April 10, 2014.


ATRIUM TOWERS, L.L.C.

By:	Chesapeake Land Development Company, L.L.C., its Sole Manager

By:	Chesapeake Operating, Inc., its Sole Manager

By:		/s/ DOMENIC J. DELL’OSSO, JR.
		Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the date indicated.


Signature	Capacity	Date

/s/ ROBERT D. LAWLER Robert D. Lawler	Chief Executive Officer (Principal Executive Officer) of Atrium Towers, L.L.C.	April 10, 2014

/s/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of Atrium Towers, L.L.C. and Director of Chesapeake Operating, Inc., the Sole Manager of Chesapeake Land Development Company, L.L.C., the Sole Manager of Atrium Towers, L.L.C.	April 10, 2014

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant below (each a “CMD LLC”) has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma on April 10, 2014.


AMGS, L.L.C. CHESAPEAKE MIDSTREAM HOLDINGS, L.L.C.. CHESAPEAKE WEST TEXAS GATHERING, L.L.C.

By:		Chesapeake Midstream Development, L.L.C., its Sole Manager

By:		Chesapeake Operating, Inc., its Sole Manager

By:		/s/ DOMENIC J. DELL’OSSO, JR
		Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the date indicated.


Signature	Capacity	Date

/s/ ROBERT D. LAWLER Robert D. Lawler	Chief Executive Officer (Principal Executive Officer) of each CMD LLC	April 10, 2014

/s/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of each CMD LLC and Director of Chesapeake Operating, Inc., the Sole Manager of Chesapeake Midstream Development, L.L.C., the Sole Manager of each CMD LLC	April 10, 2014

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant below (each a “CE LLC”) has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma on April 10, 2014.


CHESAPEAKE AEZ EXPLORATION, L.L.C. CHESAPEAKE-CLEMENTS ACQUISITION, L.L.C. CHK UTICA PREFERRED HOLDINGS, L.L.C.

By:		Chesapeake Exploration, L.L.C., its Sole Manager

By:		Chesapeake E&P Holding Corporation, its Sole Manager

By:		/s/ DOMENIC J. DELL’OSSO, JR.
		Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the date indicated.


Signature	Capacity	Date

/s/ ROBERT D. LAWLER Robert D. Lawler	Chief Executive Officer (Principal Executive Officer) of each CE LLC	April 10, 2014

/s/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of each CE LLC and Director of Chesapeake E&P Holding Corporation, the Sole Manager of Chesapeake Exploration, L.L.C., the Sole Manager of each CE LLC	April 10, 2014

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant below (each a “COI LLC”) has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma on April 10, 2014.


CHESAPEAKE EQUIPMENT FINANCE, L.L.C. CHESAPEAKE LAND DEVELOPMENT COMPANY, L.L.C. CHESAPEAKE MIDSTREAM DEVELOPMENT, L.L.C. CHESAPEAKE PLAZA, L.L.C. CHESAPEAKE VRT, L.L.C.

By:		Chesapeake Operating, Inc., its Sole Manager

CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C. NORTHERN MICHIGAN EXPLORATION COMPANY, L.L.C.

By:		Chesapeake Operating, Inc.,
		its Sole Member

By:		/s/ DOMENIC J. DELL’OSSO, JR.
		Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the date indicated.


Signature	Capacity	Date

/s/ ROBERT D. LAWLER Robert D. Lawler	Chief Executive Officer (Principal Executive Officer) of each COI LLC	April 10, 2014

/s/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of each COI LLC and Director of Chesapeake Operating, Inc., the Sole Manager of each COI LLC	April 10, 2014

II-10

SIGNATURES


CHESAPEAKE APPALACHIA, L.L.C.

By:		Chesapeake Energy Corporation,
		its Sole Manager

By:		/s/ DOMENIC J. DELL’OSSO, JR.
		Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the date indicated.


Signature	Capacity	Date

/s/ ROBERT D. LAWLER Robert D. Lawler	Chief Executive Officer (Principal Executive Officer) of Chesapeake Appalachia, L.L.C.	April 10, 2014

/s/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of Chesapeake Appalachia, L.L.C.	April 10, 2014

* Archie W. Dunham	Chairman of the Board of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C.	April 10, 2014

* Bob G. Alexander	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C.	April 10, 2014

* Vincent J. Intrieri	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C.	April 10, 2014

* R. Brad Martin	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C.	April 10, 2014

* Merrill A. Miller, Jr.	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C.	April 10, 2014

* Frederic M. Poses	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C.	April 10, 2014

* Louis A. Raspino	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C.	April 10, 2014

* Thomas L. Ryan	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C.	April 10, 2014

*By:

/s/ DOMENIC J. DELL’OSSO, JR.

Domenic J. Dell’Osso, Jr.,

Attorney-in-Fact

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant below (each an “E&P LLC”) has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma on April 10, 2014.


CHESAPEAKE EXPLORATION, L.L.C. CHESAPEAKE ROYALTY, L.L.C. CHK-MAC, L.L.C. MC MINERAL COMPANY, L.L.C.

By:		Chesapeake E&P Holding Corporation, its Sole Manager

By:		/s/ DOMENIC J. DELL’OSSO, JR.
		Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the date indicated.


Signature	Capacity	Date

/s/ ROBERT D. LAWLER	Chief Executive Officer (Principal Executive Officer) of each E&P LLC	April 10, 2014
Robert D. Lawler

/s/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of each E&P LLC and Director of Chesapeake E&P Holding Corporation, the Sole Manager of each E&P LLC	April 10, 2014

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant below (each a “CELC LLC”) has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma on April 10, 2014.


EMPRESS, L.L.C.
GSF, L.L.C.
MC LOUISIANA MINERALS, L.L.C.

By:		Chesapeake Energy Louisiana Corporation,
		its Sole Manager

By:		/s/ DOMENIC J. DELL’OSSO, JR.
		Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the date indicated.


Signature	Capacity	Date

/s/ ROBERT D. LAWLER	Chief Executive Officer (Principal Executive Officer) of each CELC LLC	April 10, 2014
Robert D. Lawler		April 10, 2014

/s/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of each CELC LLC and Director of Chesapeake Energy Louisiana Corporation, the Sole Manager of each CELC LLC	April 10, 2014
		April 10, 2014

II-13

SIGNATURES


MIDCON COMPRESSION, L.L.C.

By:		Chesapeake Energy Marketing, Inc.,
		its Sole Manager

By:		/s/ DOMENIC J. DELL’OSSO, JR.
		Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the date indicated.


Signature	Capacity	Date

/s/ ROBERT D. LAWLER Robert D. Lawler	Chief Executive Officer (Principal Executive Officer) of MidCon Compression, L.L.C.	April 10, 2014

/s/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of MidCon Compression, L.L.C. and Director of Chesapeake Energy Marketing, Inc., the Sole Manager of MidCon Compression, L.L.C.	April 10, 2014

II-14

SIGNATURES


CHESAPEAKE LOUISIANA, L.P.

By:		Chesapeake Operating, Inc.,
		its General Partner

By:		/s/ DOMENIC J. DELL’OSSO, JR.
		Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the date indicated.


Signature	Capacity	Date

/s/ ROBERT D. LAWLER	Chief Executive Officer (Principal Executive Officer) of Chesapeake Operating, Inc., the General Partner of Chesapeake Louisiana, L.P.	April 10, 2014
Robert D. Lawler		April 10, 2014

/s/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) and Director of Chesapeake Operating, Inc., the General Partner of Chesapeake Louisiana, L.P.	April 10, 2014
		April 10, 2014

II-15

SIGNATURES


EMPRESS LOUISIANA PROPERTIES, L.P.

By:		EMLP, L.L.C,
		its General Partner

By:		Empress, L.L.C.
		its Sole Manager

By:		Chesapeake Energy Louisiana Corporation
		its Sole Manager

By:		/s/ DOMENIC J. DELL’OSSO, JR.
		Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the date indicated.


Signature	Capacity	Date

/s/ ROBERT D. LAWLER Robert D. Lawler	Chief Executive Officer (Principal Executive Officer) of EMLP, L.L.C., the General Partner of Empress Louisiana Properties, L.P.	April 10, 2014

/s/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of EMLP, L.L.C., the General Partner of Empress Louisiana Properties, L.P. and Director of Chesapeake Energy Louisiana Corporation, the Sole Manager of Empress, L.L.C., the Sole Manager of EMLP, L.L.C., the General Partner of Empress Louisiana Properties, L.P.	April 10, 2014

II-16

SIGNATURES


EMLP, L.L.C.

By:		Empress, L.L.C.
		its Sole Manager

By:		Chesapeake Energy Louisiana Corporation
		its Sole Manager

By:		/s/ DOMENIC J. DELL’OSSO, JR.
		Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the date indicated.


Signature	Capacity	Date

/s/ ROBERT D. LAWLER Robert D. Lawler	Chief Executive Officer (Principal Executive Officer) of EMLP, L.L.C.	April 10, 2014

/s/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of EMLP, L.L.C. and Director of Chesapeake Energy Louisiana Corporation, the Sole Manager of Empress, L.L.C., the Sole Manager of EMLP, L.L.C.	April 10, 2014

II-17

INDEX TO EXHIBITS


1.1**	—	Form of Underwriting Agreement.

4.1**	—	Form of Indenture.

5.1**	—	Opinion of Bracewell & Giuliani LLP regarding the validity of the securities being registered.

5.2*	—	Opinion of Bracewell & Giuliani LLP regarding the validity of the securities being registered by this Post-Effective Amendment No. 1 to Form S-3.

12.1	—	Computation of Ratios of Earnings to Fixed Charges (incorporated herein by reference to Exhibit 12 to Chesapeake’s annual report on Form 10-K for the year ended December 31, 2013).

23.1*	—	Consent of PricewaterhouseCoopers LLP.

23.2*	—	Consent of PetroTechnical Services, Division of Schlumberger Technology Corporation.

23.3*	—	Consent of Ryder Scott Company, L.P.

23.4*	—	Consent of Bracewell & Giuliani LLP (contained in Exhibit 5.4).

24.1**	—	Powers of Attorney (contained on the signature pages to the original Registration Statement).

25.1***	—	Form T-1 Statement of Eligibility of Trustee (Deutsche Bank Trust Company Americas).

*	Filed herewith.

**	Previously filed as an Exhibit to the Registration Statement.

***	To be filed separately under electronic form type 305B2.

E-1

EX-5.2 2 d709938dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

BRACEWELL & GIULIANI LLP

711 Louisiana Street, Suite 2300

Houston, Texas 77002

April 10, 2014

Chesapeake Energy Corporation

6100 North Western Avenue

Oklahoma City, Oklahoma 73118

Ladies and Gentlemen:

We have acted as special counsel to Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), and certain of its subsidiaries in connection with the preparation of the Registration Statement No. 333-190457 on Form S-3 (the “Initial Registration Statement”) filed on August 7, 2013 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) and the Post-Effective Amendment No. 1 to the Initial Registration Statement filed with the Commission on the date hereof (“Amendment No. 1,” and together with the Initial Registration Statement, the “Registration Statement”) relating to the offer and sale from time to time, pursuant to Rule 415 of the Securities Act, of (i) an indeterminate principal amount of debt securities of the Company (“Debt Securities”), in one or more series and (ii) the guarantees (the “Guarantees”) of the Company’s obligations under the Debt Securities by one or more subsidiaries of the Company identified in the Registration Statement (the “Subsidiary Guarantors”). The Debt Securities and the Guarantees are referred to herein collectively as the “Securities.”

We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the form of indenture (the “Indenture”) filed as an exhibit to the Registration Statement and (iii) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinion hereafter expressed. As to any facts material to the opinion contained herein, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

In connection with rendering the opinion set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; (iv) the Registration Statement, and any amendments thereto (including Amendment No. 1 and any other post-effective amendments), will have become effective and comply with all applicable laws; (v) the Indenture will have been duly qualified under the Trust Indenture Act of 1939, as amended; (vi) a supplement to the prospectus contained in the Registration Statement (such prospectus, the “Prospectus” and such supplement, a “Prospectus Supplement”) will have

been prepared and filed with the Commission describing the Securities offered thereby (vii) the Indenture, and any supplemental indenture relating to a particular series of Securities, will be duly authorized, executed and delivered by the parties thereto in substantially the form reviewed by us; (viii) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (ix) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable Prospectus Supplement; (x) the Company and the Subsidiary Guarantors are duly incorporated or organized under the laws of and are validly existing and in good standing under the laws of their respective jurisdictions of incorporation or organization; and (xi) each person signing the supplemental indenture relating to a series of Securities will have the legal capacity and authority to do so.

Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that when (i) the Company and, as applicable, any Subsidiary Guarantors have taken all necessary action to establish the form and terms of such Securities and to authorize and approve the issuance of such Securities, the terms of the offering thereof and related matters and (ii) the Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon payment of the consideration therefor as provided for in the applicable definitive purchase, underwriting or similar agreement, such Securities will be legally issued and will constitute valid and legally binding obligations of the Company and the Subsidiary Guarantors, enforceable against the Company and the Subsidiary Guarantors in accordance with their terms, except as such enforcement is subject to (a) bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and (b) the application of general principles of equity (regardless of whether considered in a proceeding at law or in equity) including, without limitation, (1) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (2) concepts of good faith, reasonableness, fair dealing and materiality.

We express no opinions concerning (a) the validity or enforceability of any provisions contained in the Indenture that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law; or (b) the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.

The foregoing opinions are limited to the contract laws of the State of New York and the applicable federal laws of the United States of America and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign. The opinions expressed herein are given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein.

-2-

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

/s/ BRACEWELL & GIULIANI LLP

Bracewell & Giuliani LLP

-3-

EX-23.1 3 d709938dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-190457) of our report dated February 26, 2014 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Chesapeake Energy Corporation’s Annual Report on Form 10-K for the year ended December 31, 2013.

/s/ PricewaterhouseCoopers LLP

Tulsa, Oklahoma

April 10, 2014

EX-23.2 4 d709938dex232.htm EX-23.2 EX-23.2

Exhibit 23.2

CONSENT OF PETROTECHNICAL SERVICES,

DIVISION OF SCHLUMBERGER TECHNOLOGY CORPORATION

As independent oil and gas consultants, PetroTechnical Services, Division of Schlumberger Technology Corporation hereby consents to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement No. 333-190457 on Form S-3 of Chesapeake Energy Corporation of all references to our firm and information from our reserves report dated 25 February 2014, included in or made part of the Chesapeake Energy Corporation Annual Report on Form 10-K for the year ended 31 December 2013 filed on 27 February 2014. We also consent to the reference to us under the heading “Experts” in such Registration Statement.


PETROTECHNICAL SERVICES, DIVISION OF SCHLUMBERGER TECHNOLOGY CORPORATION

By:		/s/ Charles M. Boyer II, PG, CPG
Name:		Charles M. Boyer II, PG, CPG
Title:		Northeast Basin Business Manager Adviser – Unconventional Reservoirs

Pittsburgh, Pennsylvania

10 April 2014

EX-23.3 5 d709938dex233.htm EX-23.3 EX-23.3

Exhibit 23.3

CONSENT OF RYDER SCOTT COMPANY, L.P.

As independent oil and gas consultants, Ryder Scott Company, L.P. hereby consents to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement No. 333-190457 on Form S-3 of Chesapeake Energy Corporation of all references to our firm and information from our reserves report dated February 14, 2014, entitled “Chesapeake Energy Corporation Northern and Southern Divisions Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests as of December 31, 2013”, included in or made a part of the Chesapeake Energy Corporation Annual Report on Form 10-K for the year ended December 31, 2013 filed on February 27, 2014. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Ryder Scott Company, L.P.

Ryder Scott Company, L.P.

TBPE Registration No. F-1580

Houston, Texas

April 10, 2014